Indemnification of Developer Clause Samples

Indemnification of Developer. Distributor warrants that it will not make any false or misleading statements to any End User or potential End User and also that it will not make any representation or warranty to any customer outside the End User license agreement. Distributor agrees, at its own expense, to defend and indemnify Developer, if necessary, against any actions, liabilities, costs, damages, claims, losses and expenses (including but not limited to attorney's fees) arising out of Distributor's breach of this warranty. Distributor agrees to provide Developer with notice of any such claim as promptly as possible.

Indemnification of Developer. Except to the extent caused by the willful misconduct or negligence of the Developer or its employees or agents, or arising out of the default by Developer of its obligations hereunder, the City hereby covenants and agrees to assume and to permanently indemnify and save harmless Developer and its employees and agents, from and against any and all claims, demands, actions, damages, costs, expenses, attorneys’ fees, and liability in connection with the loss of life, personal injury and/or damage to property arising from or out of any occurrence in, at, upon, or from the use or occupancy of the Easement Premises by any party other than Developer and its employees or agents.

Indemnification of Developer. Embarcadero shall indemnify Developer ---------------------------- and hold Developer harmless for any liability or expense, including court costs and reasonable fees of attorneys and other professionals, for any third party claims brought against Developer arising out of the use of the Software by Embarcadero in any product of Embarcadero or its Subsidiaries, except for claims for arising from the negligence of Developer or for which Developer is responsible under Section 7.5. In the event of any such claim, Developer shall promptly notify Embarcadero of the claim, authorize Embarcadero to control the defense and settlement of such claim, and provide full information and assistance as may be reasonably requested by Embarcadero for such defense or settlement.

Indemnification of Developer. COMPANY agrees to indemnify DEVELOPER against and to reimburse DEVELOPER for all damages for which DEVELOPER is held liable in any claim, action or proceeding brought by any person or entity claiming to have trademark or other rights to any of the Marks licensed hereunder or any name or trademark similar thereto arising out of DEVELOPER's authorized use of the Marks, pursuant to and in compliance with this Agreement, and for all costs reasonably incurred by DEVELOPER in the defense of any such claim brought against DEVELOPER or in any proceeding in which DEVELOPER is named as a party, provided that DEVELOPER has timely notified COMPANY of such claim or proceeding, has given COMPANY sole control of the defense and settlement of any such claim, has otherwise complied with the requirements of this Agreement regarding use of the Marks, and this Agreement is in full force and effect, and provided further, that the indemnification provided by this Section 8.E shall not extend to any claim, action or proceeding brought by any person or entity alleging any prior common law trademark rights.

Indemnification of Developer. Owner shall indemnify, defend, and hold Developer harmless from and against any and all actions, suits, claims, penalties, losses, damages and expenses, including reasonable attorneys’ fees, based upon or arising out of Developer’s performance of its services hereunder, or out of any occurrence or event happening in or about the Resort or in connection with the Project or occurring in connection with the operation or development of the Project, or with respect to any preopening activities contemplated hereunder, including any alleged breach, or investigation relating to a possible breach, of any legal requirement (collectively “Claims”), except to the extent such Claims are based upon Developer’s gross negligence or willful misconduct. This provision shall survive the expiration or termination of this Agreement.

Indemnification of Developer. Manager shall indemnify and hold Developer harmless from and against any and all Claims which Developer may suffer, sustain or incur arising from, or based upon Manager's primary negligence, willful misconduct, failure to act in good faith, except to the extent such Claims are covered by any insurance policy maintain with respect to the Restaurants from which proceeds are payable to Developer.

Indemnification of Developer. Subject to Section 11.02(b), to the extent permitted by law, Phoenix will defend, indemnify and hold harmless Developer and its respective officers, directors, employees and agents, from and against any and all Claims of third parties to the extent that any such Claims arise out of, or by reason of, the negligence, willful misconduct or breach of Phoenix, its respective officers, elected officials, employees and agents, or to the extent such claims arise out of Hazardous Substances or other violations of applicable permits or law for which Phoenix is responsible. The provisions of this Section 18.04 shall survive termination or expiration of this Agreement with respect to any activities of Phoenix contemplated or arising under this Agreement.